STOCKHOLDERS RIGHTS AGREEMENT
This Stockholders Rights Agreement (this “ Rights Agreement ”) is made and entered into as of
May 14, 2008, by and between Safe Bulkers, Inc., a Marshall Islands corporation (the “ Company ”), and
American Stock Transfer & Trust Company, as Rights Agent (the “ Rights Agent ”).
WHEREAS, the Board of Directors of the Company (the “ Board ”) has (a) authorized and
declared a grant of one right (the “ Right ”) for each share of the Company’s common stock, par value U.S.
$.001 per share (the “ Common Stock ”), held of record as of the Close of Business (as hereinafter defined) on
the date specified by the Board as the Record Date (the “ Record Date ”) and (b) has further authorized the
issuance of one Right in respect of each share of Common Stock that shall become outstanding (i) at any time
between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Final Expiration
Date (as such terms are hereinafter defined) or (ii) upon the exercise or conversion, prior to the earlier of the
Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into
shares of Common Stock, which option or other such security is outstanding on the Distribution Date; and
WHEREAS, each Right represents the right of the holder thereof to purchase one one-thousandth
of a share of Series A Participating Preferred Stock (as such number may hereafter be adjusted pursuant to the
provisions hereof), upon the terms and subject to the conditions set forth herein, having the rights, preferences
and privileges set forth in the Statement of Designation of Series A Participating Preferred Stock, attached hereto
as Exhibit A.
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein,
the parties hereby agrees as follows:
Section 1. Certain Definitions .